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Contract analysis / negative-assurance-letter.docx
negative-assurance-letter.docx
High · 0
Medium · 5
Standard · 0
1. Role and Scope of Participation
Medium
⚑ Confidentiality undertaking
1. Role and Scope of Participation We have acted as counsel to BRB in connection with the offering and sale of the Notes in a private placement to qualified institutional buyers ("QIBs") as defined in Rule 144A ("Rule 144A") under the Securities Act of 1933, as amended (the "Securities Act"), and to a limited number of non-U.S. persons in offshore transactions in reliance on Regulation S under the Securities Act. In
2. Description of Procedures and Participation
2. Description of Procedures and Participation In connection with the preparation of the Disclosure Documents, we have, among other things: (a) participated in conferences and discussions with officers and other representatives of BRB, including Marcus D. Harrington, Chief Executive Officer; Priya Narasimhan, Chief Financial Officer; Diane K. Wexler, Executive Vice President and General Counsel; and Jonathan R. Talbo
3. Limitations and Qualifications
Medium
⚑ Liability cap to check against exposure
3. Limitations and Qualifications The statement set forth in Section 4 below is subject to the following limitations and qualifications: (a) This letter is not a guarantee, warranty, or certification of any kind. It does not constitute, and should not be construed as, a legal opinion on any factual matter, and it does not address any question of law. We are not passing upon, and do not assume any responsibility for,
4. Negative Assurance Statement
Medium
⚑ Liability cap to check against exposure
4. Negative Assurance Statement On the basis of the foregoing (but subject to the limitations, qualifications, and exclusions set forth in this letter, including, without limitation, those set forth in Section 3 above, and without independent verification of the accuracy, completeness, or fairness of the factual matters set forth in the Disclosure Documents), nothing has come to the attention of the lawyers at our fi
5. Reliance and Benefit
Medium
⚑ Forum / governing law
5. Reliance and Benefit This letter is furnished to the Initial Purchasers solely for their benefit and solely in connection with the offering and sale of the Notes pursuant to the Purchase Agreement. This letter is not to be used, circulated, quoted, relied upon, or otherwise referred to by any other person or for any other purpose without the prior written consent of Calderwood & Harkness LLP, except as set forth i
6. No Continuing Obligation
Medium
⚑ Forum / governing law
6. No Continuing Obligation We assume no obligation to update or supplement this letter to reflect any facts or circumstances that may hereafter come to our attention, or any changes in applicable law (including any changes in the interpretation thereof by any court or governmental or regulatory authority) that may hereafter occur, whether or not such facts, circumstances, or changes in law may affect the statements